Viacom Commences $250 Million Debt Offering of Senior Debentures

NEW YORK, Nov. 16, 2012 /PRNewswire/ -- Viacom Inc. (NASDAQ: VIAB, VIA) today announced that it has commenced a debt offering of $250 million aggregate principal amount of Senior Debentures due 2043.

The offering is subject to market and other conditions. Viacom intends to use the net proceeds from the offering for general corporate purposes, including, but not limited to, the repayment of outstanding indebtedness and the repurchase of shares under its share repurchase program.

Viacom separately announced today that it intends to launch a private exchange offer to exchange any and all of its outstanding 6.875% Senior Debentures due 2036 and any and all of its outstanding 6.750% Senior Debentures due 2037 for Senior Debentures due 2043. The Senior Debentures due 2043 being offered in the exchange offer will be a further issuance of, and will be in addition to, the Senior Debentures due 2043 being offered in the debt offering described above.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The Senior Debentures due 2043 to be offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The Senior Debentures due 2043 will be offered inside the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. This press release is being issued pursuant to Rule 135c under the Securities Act.

About Viacom

Viacom is home to the world's premier entertainment brands that connect with audiences through compelling content across television, motion picture, online and mobile platforms in over 160 countries and territories. With more than 160 media networks reaching approximately 700 million global subscribers, Viacom's leading brands include MTV, VH1, CMT, Logo, BET, CENTRIC, Nickelodeon, Nick Jr., TeenNick, Nicktoons, Nick at Nite, COMEDY CENTRAL, TV Land, SPIKE and Tr3s. Paramount Pictures, celebrating its 100th year in 2012 and creator of many of the most beloved motion pictures, continues today as a major global producer and distributor of filmed entertainment. Viacom operates a large portfolio of branded digital media experiences, including many of the world's most popular properties for entertainment, community and casual online gaming.

This news release contains both historical and forward-looking statements. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements reflect the Company's current expectations concerning future results, objectives, plans and goals, and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause actual results, performance or achievements to differ. These risks, uncertainties and other factors include, among others: the public acceptance of the Company's programs, motion pictures and other entertainment content on the various platforms on which they are distributed; technological developments and their effect in the Company's markets and on consumer behavior; competition for audiences and distribution; the impact of piracy; economic conditions generally, and in advertising and retail markets in particular; fluctuations in the Company's results due to the timing, mix and availability of the Company's motion pictures; changes in the Federal communications laws and regulations; other domestic and global economic, business, competitive and/or regulatory factors affecting the Company's businesses generally; and other factors described in the Company's news releases and filings with the Securities and Exchange Commission, including its 2012 Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. The forward-looking statements included in this document are made only as of the date of this document, and the Company does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.